Terms of Use

Welcome to The Shop! We are so glad you are here. Enjoy your time here and please follow our rules.

January 16, 2024

1. Accepting The Terms. The Shop is an online business-to-business marketplace (“The Shop”) provided by FordDirect (“FordDirect,” “we,” “us,” or “our”). The Shop displays products that Ford and Lincoln and related dealers can buy from third-party vendors (each, a “Vendor”) and helps connect dealers with those Vendors. These Terms of Use (“Terms”) are a legally binding agreement between you (“you”) and FordDirect. These Terms are effective until terminated by us or you.
   
   By accessing The Shop, you agree that you have read, understood, and agreed to these Terms. By using The Shop, you consent to our data protection practices and other activities as described in our Privacy Statement. This policy explains how we treat your personal information, and how we protect your privacy when you use The Shop. If you do not consent, do not use The Shop.
   
   IMPORTANT NOTICE: ARBITRATION AGREEMENT AND CLASS ACTION WAIVER: PLEASE SEE SECTION 7 FOR FURTHER DETAILS.
    
2. Use of The Shop.
    
   1. Accounts. You may set up an account to access pricing or make a purchase through The Shop, which requires: (a) Ford credentials for Ford and Lincoln dealers; (b) registration and passing an approval process and/or account validation; (b) providing information about you and your dealership (including your Dealer PA code); and (c) providing information about any users who access or use The Shop on your behalf or at your direction (“Authorized Users”).You agree to keep your password confidential and you are responsible for all use of your account. We may take any action if we believe your account has been accessed by someone other than you or an Authorized User. We can terminate any account that we determine violates these Terms, and we can deny the creation of any account for any reason. You are responsible for your actions while using The Shop, including the actions of any Authorized Users.
       
   2. Authorized Users. You agree that you will be solely responsible for any and all acts and omissions of your Authorized Users. You agree that you will require all Authorized Users to comply with these Terms.
       
   3. Vendor Products; Disclaimer; Limitation of Liability.
      1. You are responsible for evaluating any product or service that Vendors make available through The Shop (“Vendor Product”) that you are considering purchasing and for exercising your own business judgment in making decisions about whether to make a purchase. Listing a Vendor Product in The Shop does not indicate any FordDirect endorsement, approval, or warranty related to such Vendor Product. If we call a Vendor an “approved” Vendor or say that a Vendor Product is an “approved product/service” (or anything along those lines), we mean that the Vendor has met our criteria for being included in The Shop. FordDirect does not provide any endorsement, certification, or guarantee about the quality of any Vendor Product and/or whether the Vendor or Vendor Product is/are licensed, insured, trustworthy, safe, suitable, or reliable.
          
      2. All information about a Vendor Product in The Shop (or in any advertising for The Shop) comes directly from the Vendor and not from FordDirect. FordDirect requires each Vendor to agree that it will follow the law and industry guidelines and behave ethically in its delivery of the Vendor Products to dealers, but FordDirect does not independently validate whether information provided by the Vendor is accurate.
          
      3. When you buy a Vendor Product, you will be contracting directly with the Vendor for your use of the Vendor Product (“Vendor Contract”). The Vendor Contract will provide the terms and conditions of the Vendor Product, including any fees and any other charges you will need to pay for the Vendor Product. We encourage you to carefully review the terms of each Vendor Contract before purchase, including the terms of the Vendor’s privacy statement (which will govern any information you provide to Vendor).
          
      4. If you buy a Vendor Product, (a) FordDirect does not in any way control the way the Vendor provides you the Vendor Product, (b) FordDirect is not responsible for the interactions between you and any Vendor; and (d) any customer support is provided at FordDirect’s discretion.
          
      5. THE SHOP IS OFFERED AS A PLATFORM TO HELP MAKE CONNECTIONS. FORDDIRECT HAS NO RESPONSIBILTY FOR THE QUALITY, AVAILABILITY, DELIVERY, OR ANY OTHER ASPECT OF VENDOR PRODUCTS. DISPUTES BETWEEN YOU AND VENDORS WILL BE RESOLVED SOLELY BETWEEN YOU AND THE VENDORS.
          
   4. Billing and Payment.
      1. If you buy a Vendor Product, the fees, charges and taxes that you owe to the Vendor may be included with your FordDirect monthly billing statement or you may be billed directly by Vendor. You agree to pay any amounts due. If there is any disagreement between you and a Vendor regarding the fees, charges and/or taxes due, you must work directly with the Vendor to resolve the issue.
          
      2. Vendors may pay an amount to FordDirect for The Shop platform, and that amount may be included in the price of Vendor Products.
          
   5. FordDirect Properties. All legal right, title, and interest in and to The Shop and any content or information that FordDirect puts on or through The Shop (“FordDirect Properties”), including any intellectual property rights, is the property of FordDirect or our licensors or other third parties like our Vendors, and is protected to the fullest extent possible by U.S. and international intellectual property and unfair competition rights and laws.
       
   6. Restrictions. Any unauthorized use of The Shop or FordDirect Properties is prohibited. You agree to comply with all applicable laws. No one can use The Shop unless they are at least eighteen (18) years old. You may not: (i) engage in any activity in connection with The Shop or FordDirect Properties that is unlawful, harmful, offensive, sexually explicit, obscene, violent, threatening, harassing, abusive, falsely representative of your persona, invasive of someone else’s privacy, or otherwise objectionable to FordDirect; (ii) interfere with the proper operation of or any security measure used by The Shop or FordDirect Properties; (iii) violate any intellectual property or other right of any third party; or (iv) otherwise violate these Terms or any Additional Terms.
       
   7. Availability. FordDirect may prohibit any or all users from accessing The Shop for any reason, in FordDirect’s sole discretion, and without advance notice. If your access to The Shop is suspended or terminated, all rights granted to you under these Terms or any Additional Terms will end immediately, and you must immediately stop accessing The Shop.
       
   8. Third Parties. We may combine technologies operated or controlled by third parties into The Shop. To the extent allowed by applicable law, we are not responsible for any loss or damage relating to third parties. Please see our Privacy Statement for more details about data processing by third parties.
       
3. Ratings and Reviews. 
    
   1. You may be able to leave ratings reviews on The Shop for Vendor Products you have bought. Any submissions you make to The Shop (each, a “Submission”) may be edited, modified, published, and displayed by FordDirect, and you waive any rights regarding the material being changed.
       
   2. You grant us an unlimited right and license to host, store, use, display, reproduce, modify, and otherwise use in any manner, or grant third parties the right to do any of the foregoing, your Submissions, for any purpose in all formats and mediums.
       
   3. To the extent allowed by law, you grant us the right to use your name and Dealership name with your Submissions if you submit your name and/or Dealership name. You will not receive any compensation for any of the rights granted in this Section 3. You represent and warrant that you own or have the necessary rights to grant us the rights granted in this Section 3 and that your Submissions will comply with these Terms.
       
4. Disclaimer of Representations and Warranties.
    
   1. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SHOP IS PROVIDED TO YOU ON AN “AS IS” BASIS, AND FORDDIRECT AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS (COLLECTIVELY, THE "FORDDIRECT PARTIES") DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR ENDORSEMENTS OF ANY KIND WHATSOEVER. THERE MAY BE DELAYS, OMISSIONS, INTERRUPTIONS, AND INACCURACIES IN THE SHOP, FORDDIRECT PROPERTIES, OR OTHER MATERIAL MADE AVAILABLE THROUGH THE SHOP. YOU SHOULD NOT RELY ON THE SHOP OR FORDDIRECT PROPERTIES AS A SUBSTITUTE FOR, AND IT DOES NOT REPLACE, PROFESSIONAL LEGAL, FINANCIAL, TAX, OR MEDICAL ADVICE.
       
5. Limitation of Liability.
    
   1. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE FORDDIRECT PARTIES ARE NOT LIABLE TO YOU FOR ANY LOSS, DAMAGE OR INJURY OF ANY KIND RELATING TO (A) THE SHOP; (B) THESE TERMS; OR (C) YOUR MISUSE OF THE SHOP OR ANY FORDDIRECT PROPERTIES. THE LIMITATIONS IN THIS SECTION WILL APPLY REGARDLESS OF THE FORM OF ACTION.
       
   2. ANY CLAIM RELATING TO THESE TERMS MUST BE STARTED WITHIN ONE (1) YEAR OF THE RELEVANT EVENTS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND FORDDIRECT EACH WAIVE THE RIGHT TO PURSUE ANY CLAIM RELATING TO THESE TERMS THAT IS NOT FILED WITHIN ONE YEAR AND ANY RIGHT TO PURSUE THAT CLAIM IS PERMANENTLY BARRED.
       
   3. THE TOTAL LIABILITY OF THE FORDDIRECT PARTIES FOR ANY REASON WHATSOEVER RELATED TO USE OF THE SHOP OR ANY CLAIMS RELATING TO THESE TERMS WILL NOT EXCEED THE AMOUNTS, IF ANY, PAID BY YOU TO US DURING THE PAST TWELVE (12) MONTHS IN CONNECTION WITH YOUR ACCESS TO THE SHOP.
       
6. Indemnification. You agree to release, indemnify and hold harmless the FordDirect Parties from and against any and all liabilities, losses, damages, claims and expenses, including, without limitation, attorneys’ fees, with respect to (i) your access, use or misuse of, or reliance upon, The Shop, (ii) your actual or alleged violation or breach of these Terms or rights of another, and/or (iii) your acts or omissions.
    
7. Arbitration Agreement and Class Action Waiver. PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS A CLASS ACTION WAIVER.
    
   1. Governing Law and Arbitration Agreement. These Terms, and your relationship with us under these Terms, will be governed by the laws of the State of Michigan without regard to its conflict or choice of laws provisions. Any dispute with us, or our parents, subsidiaries, affiliates, officers, directors, employees, agents or affiliates, arising in relation to these Terms will be resolved exclusively through non-appealable arbitration with one arbitrator following the rules of the American Arbitration Association in Michigan. If travelling to Michigan is a burden, you may participate in the arbitration by phone or via document submission to the fullest extent allowable by the arbitrator. Each party will bear their own costs of arbitration unless the arbitrator directs that bearing such costs would be an undue burden and, in that case, we will pay for your portion of the arbitration administrative costs (but not your attorneys’ fees).
       
   2. Waiver of Class Actions. You agree to resolve any disputes related to these Terms as an individual and not as a class or join any class. You understand that, in return for agreement to this provision and the dispute provision above, we are able to offer The Shop at the terms designated, and that your agreement is necessary for us to be able to offer these Terms. You also acknowledge and understand that, with respect to any dispute with us or the FordDirect Parties relating to your use of The Shop or these Terms: YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY; and YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE.
       
8. Changes to Terms. FordDirect can change any part of these Terms and any Additional Terms without prior notice. We may notify you of any updated Terms and any Additional Terms by posting them on The Shop so that they are available via a link from the home page, if you object to any such changes, please stop using The Shop.
    
9. General Provisions.
    
   1. Survival. The provisions of these Terms and any Additional Terms which by their nature should survive termination of these Terms will survive, including sections on Service Use, Submissions, Products, Disclaimer of Representations and Warranties, Limitation of Liability, Indemnification, Arbitration Agreement and Class Action Waiver, Changes to Terms, and General Provisions.
       
   2. Severability; Assignment. If any provision in these Terms is invalid or unenforceable or contrary to applicable law, such provision will be interpreted or changed as necessary to eliminate the issue, and all other provisions of these Terms will remain in effect. FordDirect may assign its rights and obligations under these Terms and any Additional Terms to any party at any time without any notice. You may not assign or delegate your duties under these Terms or any Additional Terms without the prior written consent of an officer of FordDirect.
       
   3. Complete Agreement; No Waiver. These Terms and any Additional Terms reflect our complete agreement regarding The Shop and take priority over any prior agreements, representations, warranties, assurances or discussion related to The Shop. Except as clearly stated in these Terms or any Additional Terms, no waiver or change to any of these Terms or any Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification would be imposed.
       
   4. International Issues. FordDirect controls and operates The Shop from the U.S., and FordDirect does not claim that The Shop is appropriate or available for use beyond the U.S... The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or to any sale of goods resulting from your use of The Shop. Software related to or made available by The Shop may be subject to export controls of the U.S., and, you agree not to export software to any county, or to any person, entity, or end-user subject to U.S. export controls or sanctions.
       
   5. Investigations; Cooperation with Law Enforcement. FordDirect may investigate and prosecute any suspected breaches of these Terms or The Shop. FordDirect may disclose information as necessary to satisfy any law, regulation, legal process or governmental request.
       
10. Contact Us. If you have any questions about The Shop or these Terms or wish to provide legal notice, please contact us by email at TheShop@forddirect.com.